Last updated: January 25th, 2021
These terms apply to all Adiance products.
1.Your relationship with Adiance
- Your use of Adiance’s products, software, services and web sites (referred to collectively as the “Services” in this document is subject to the terms of a legal agreement between you and Adiance. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
- Unless otherwise agreed in writing with Adiance, your agreement with Adiance will always include, at a minimum, the terms and conditions set out in this document.
2.Accepting the Terms
- In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
- You can accept the Terms by:
- clicking to accept or agree to the Terms, where this option is made available to you by Adiance in the user interface for any Service; or
- by actually using the Services.In this case,you understand and agree that Adiance will treat your use of the Services as acceptance of the Terms from that point onwards
3. Language of the Terms
- Where Adiance has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Adiance.
- If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4.Provision of the Services by Adiance
- Adiance is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Adiance provides may change from time to time without prior notice to you.
- As part of this continuing innovation, you acknowledge and agree that Adiance may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Adiance’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Adiance when you stop using the Services.
5.Use of the Services by you
- You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
- You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
- Unless you have been specifically permitted to do so in a separate agreement with Adiance, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
- You agree that you are solely responsible for (and that Adiance has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Adiance may suffer) of any such breach.
- You agree that you cannot impersonate any real or fictional person or entity or perform any fraudulent activity.
- You must be at least 13 years old to use the Services.
- Upon signing up for the Services, you agree to receive email communications from Adiance, which is important for Adiance to deliver the Services to you.
6.Privacy and your personal information
- You agree to the use of your data in accordance with Adiance’s privacy policies.
7.Content in the Services
- You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
- Prohibited Content: You agree that you will not send, display, post, submit, publish or transmit Content that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this agreement.
- Adiance reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service without further notice to you. We have complete discretion whether to publish your Content and have the right to delete any and all Content at any time which we believe to be in violation of the “Prohibited Content”.
- You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Adiance (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Adiance or by the owners of that Content, in a separate agreement.
- You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
- You agree that you are solely responsible for (and that Adiance has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Adiance may suffer) by doing so.
- The Services may include hyperlinks to other web sites or content or resources. Adiance may have no control over any web sites or resources which are provided by companies or persons other than Adiance.
- You acknowledge and agree that Adiance is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
- You acknowledge and agree that Adiance is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
- You acknowledge and agree that Adiance owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
- Unless you have agreed otherwise in writing with Adiance, nothing in the Terms gives you a right to use any of Adiance’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
- If you have been given an explicit right to use any of these brand features in a separate written agreement with Adiance, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Adiance’s brand feature use guidelines as updated from time to time.
- Adiance acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Adiance, you agree that you are responsible for protecting and enforcing those rights and that Adiance has no obligation to do so on your behalf.
- You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
- Unless you have been expressly authorized to do so in writing by Adiance, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10.License from Adiance
- Adiance gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Adiance as part of the Services as provided to you by Adiance (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Adiance, in the manner permitted by the Terms.
- Subject to section 1.2, you may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Adiance, in writing.
- Subject to section 1.2, unless Adiance has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
11.Content license from you
- You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services.
- The Software which you use may automatically download and install updates from time to time from Adiance. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Adiance to deliver these to you) as part of your use of the Services.
13.Ending your relationship with Adiance
- The Terms will continue to apply until terminated by either you or Adiance as set out below.
- Adiance may at any time, terminate its legal agreement with you if: (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) Adiance is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (C) the partner with whom Adiance offered the Services to you has terminated its relationship with Adiance or ceased to offer the Services to you; or (D) Adiance is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (E) the provision of the Services to you by Adiance is, in Adiance’s opinion, no longer commercially viable.
- Nothing in this Section shall affect Adiance’s rights regarding provision of Services under Section 4 of the Terms.
- When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Adiance have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 21.1 shall continue to apply to such rights, obligations and liabilities indefinitely.
14.EXCLUSION OF WARRANTIES
- NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT ADIANCE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
- IN PARTICULAR, ADIANCE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADIANCE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- ADIANCE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15.LIMITATION OF LIABILITY
- SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ADIANCE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; (II) ANY CHANGES WHICH ADIANCE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (IV) YOUR FAILURE TO PROVIDE ADIANCE WITH ACCURATE ACCOUNT INFORMATION; (V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
- THE LIMITATIONS ON ADIANCE’S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT ADIANCE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- THE TOTAL LIABILITY OF ADIANCE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU DURING A ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE GIVING RISE TO THE LIABILITY.
17.Copyright and trade mark policies
- It is Adiance’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
- Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
- The manner, mode and extent of advertising by Adiance on the Services are subject to change without specific notice to you.
- In consideration for Adiance granting you access to and use of the Services, you agree that Adiance may place such advertising on the Services.
19.Taxes, Raffles and Auctions.
- If there are taxes, other governmental charges or any other fees associated with your use of the Site including the auction, item sales, raffles (a means of raising money by selling numbered tickets, one or some of which are subsequently drawn at random, the holder or holders of such tickets winning a prize), or other financial transactions on the Site these will be your responsibility to pay. You should consult your tax adviser on any potential taxes or tax effects related to the auction, raffle, fund a need appeal, sales and other transactions made through the Site.
- If the You chose to include a raffle as part of their event, the You agree that You understand and comply with all federal, state, and local regulations that apply to raffles and the sale of raffle tickets through our site. You further agrees that You shall indemnify, defend, and hold Adiance, its subsidiaries, affiliates, officers, employers, directors, shareholders, predecessors, successors in interest, and other agents, harmless from and against any claim, demand, suit, cause of action, proceeding, loss, liability, damage or expense (including reasonable attorney fees) arising out of or related to raffle activities.
- Once an auction has closed it cannot be re-opened. In order to re-open an auction a new auction must be created and will incur a new activation fee.
20.Changes to the Terms
- Adiance may make changes to the Terms from time to time.
- You understand and agree that if you use the Services after the date on which the Terms have changed, Adiance will treat your use as acceptance of the updated Universal Terms or Additional Terms.
- Arbitration – If any dispute, claim or controversy (“Claims”) arises under this Agreement or through your use of the Services, such dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining, except where such rules conflict with this section, in which case this section shall control. There shall be three arbitrators. The parties agree that one arbitrator shall be appointed by each party within twenty (20) days of receipt by respondent[s] of the Request for Arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules, and the third presiding arbitrator shall be appointed by agreement of the two party-appointed arbitrators within fourteen (14) days of the appointment of the second arbitrator or, in default of such agreement, by the AAA. Any court with jurisdiction shall enforce this section and enter judgment on any award. Within forty-five (45) days of initiation of arbitration, the parties to the arbitration shall reach agreement upon and thereafter follow procedures, including limits on discovery, assuring that the arbitration will be concluded and the award rendered within no more than eight (8) months from selection of arbitrators or, failing agreement, procedures meeting such time limits will be designed by the AAA and adhered to by the parties to the arbitration. The arbitration shall be held in Natrona County, Wyoming and the arbitrators shall apply the substantive law of the State of Wyoming, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act.
- Class Action/Jury Trial Waiver
- WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. THE WAIVER CONTAINED IN THIS SECTION SHALL BE SEVERABLE FROM THE REMAINDER OF THE AGREEMENT.
- Adiance will be excused from performance under this Agreement for any period of time that the Adiance is prevented from performing its obligations hereunder as a result of an act of God, criminal acts, distributed denial of service attacks, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, war, utility or communication failures, or other cause beyond it’s reasonable control.